May 12,2015
-- KDDI Corporation
Tokyo: KDDI Corporation (the Company) hereby announces that at the meeting of the Board of Directors held today, it resolved to submit the proposal Partial Changes to the Articles of Incorporation for approval at the 31st Annual Meeting of Shareholders scheduled to be held on June 17, 2015. The details are as follows.
1. Reasons for Proposal
1)
The partial changes will be made to add the sale of medical equipment and devices and the planning and conduct of healthcare-related business and sale of healthcare-related goods and materials, to the business purpose listed in Article 2 in the current Articles of Incorporation of the Company in order to prepare for our future business development.
2)
Pursuant to the Act for Partial Revision of the Corporation Act (Act No. 90 of 2014) taking effect on May 1, 2015 and the new authorization of Limitation-of-Liability Contracts with Directors who are not Executive Directors, etc and with Audit & Supervisory Board Members who are not Outside Audit & Supervisory Board Members, in order to ensure that the roles of these Directors and Audit & Supervisory Board Members are performed as expected to the fullest extent, the Company would like to establish the proposed Article 29 (Limitation-of-Liability Contracts with Directors) and Article 37 (Limitation-of-Liability Contracts with Audit & Supervisory Board Members).
The consent of each Audit & Supervisory Board Member to amendment of Article 29 of the Articles of Incorporation has been obtained.
2. Description of Changes The changes are as shown in the attachment.
3. Schedule
June 17, 2015 (planned)
Holding of the 31st Annual Meeting of Shareholders
Same day
Effective date of the changes to the Articles of Incorporation
Attachment
(Changes are bold.) PresentProposed articles
(Details omitted) (Details omitted)
Article 2 (Purpose)
The purpose of the Company shall be to engage in the following businesses:
Article 2 (Purpose)
The purpose of the Company shall be to engage in the following businesses:
(1) to (31) (Details omitted)
(1) to (31) (Not changed)
(Newly established)
(32) The sale of medical equipment and devices and the planning and conduct of healthcare-related business and sale of healthcare-related goods and materials.
(32) All business that are incidental to or related to those mentioned in the preceding items, and other necessary business to achieve the purpose for each of the foregoing items.
(33) All business that are incidental to or related to those mentioned in the preceding items, and other necessary business to achieve the purpose for each of the foregoing items.
Article 3 to 28 (Details omitted)
Article 3 to 28 (Not changed)
Article 29 (Limitation-of-Liability Contracts with Outside Directors)
Under the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into individual contracts with each Outside Director limiting the extent of liability for damage as provided for in Article 423, Paragraph 1 of the Companies Act; provided, however, that the maximum amount of the liability for damage based on said contracts is the amount prescribed in laws and regulations.
Article 29 (Limitation-of-Liability Contracts with Directors)
Under the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into individual contracts with each Director (excluding Executive Directors, etc) limiting the extent of liability for damage as provided for in Article 423, Paragraph 1 of the Companies Act; provided, however, that the maximum amount of the liability for damage based on said contracts is the amount prescribed in laws and regulations.
Article 30 to 36 (Details omitted)
Article 30 to 36 (Not changed)
Article 37 (Limitation-of-Liability Contracts with Outside Audit & Supervisory Board Members)
Under the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into individual contracts with each Outside Audit & Supervisory Board Member limiting the extent of liability for damage as provided for in Article 423, Paragraph 1 of the Companies Act; provided, however, that the maximum amount of the liability for damage based on said contracts is the amount prescribed in laws and regulations.
Article 37 (Limitation-of-Liability Contracts with Audit & Supervisory Board Members)
Under the provisions of Article 427, Paragraph 1 of the Companies Act, the Company may enter into individual contracts with each Audit & Supervisory Board Member limiting the extent of liability for damage as provided for in Article 423, Paragraph 1 of the Companies Act; provided, however, that the maximum amount of the liability for damage based on said contracts is the amount prescribed in laws and regulations.
(The rest omitted)
(The rest omitted)
The information contained in the articles is current at the time of publication.
Products, service fees, service content and specifications, contact information, and other details are subject to change without notice.
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May 12,2015
